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2 Forward-looking Statement This presentation contains forward-looking statements and information relating to Abengoa that are based on the beliefs of its management as well as assumptions made and information currently available to Abengoa. Such statements reflect the current views of Abengoa with respect to future events and are subject to risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of Abengoa to be materially different from any future results, performance or achievements that may be express or implied by such forward-looking statements, including, among others: changes in general economic, political, governmental and business conditions globally and in the countries in which Abengoa does business; changes in interest rates; changes in inflation rates; changes in prices; decreases in government expenditure budgets and reductions in government subsidies; changes to national and international laws and policies that support renewable energy sources; inability to improve competitiveness of our renewable energy services and products; decline in public acceptance of renewable energy sources; legal challenges to regulations, subsidies and incentives that support renewable energy sources and industrial waste recycling; extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation; our substantial capital expenditure and research and development requirements; management of exposure to credit, interest rate, exchange rate and commodity price risks; the termination or revocation of our operations conducted pursuant to concessions; reliance on third-party contractors and suppliers; acquisitions or investments in joint ventures with third parties; unexpected adjustments and cancellations of our backlog of unfilled orders; inability to obtain new sites and expand existing ones; failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at one or more of our plants; insufficient insurance coverage and increases in insurance cost; loss of senior management and key personnel; unauthorized use of our intellectual property and claims of infringement by us of others intellectual property; our substantial indebtedness; our ability to generate cash to service our indebtedness changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or targeted. This document, which has been issued by Abengoa, S.A. (hereinafter, Abengoa ) exclusively for use at a presentation by Abengoa to be held in connection with a transaction to be submitted to the consideration of its shareholders at a future General Shareholders' Meeting through the approval, as the case may be, of several resolution proposals, should be read together with other transaction documents prepared by Abengoa available at its corporate web site, including the registration document and the share securities note both registered in the official registries of the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores), the resolution proposals and the board of directors' reports. 2

3 Forward-looking Statement No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither Abengoa nor any of its shareholders, directors, officers, employees, agents, affiliates, representatives or advisers or any other person makes any representation, warranty or undertaking, express or implied, as to the accuracy or completeness of the information or opinions contained in this document. Nothing contained herein should be relied upon as a promise or representation as to the future. None of Abengoa, its respective shareholders, directors, officers, employees, agents, affiliates representatives or advisers nor any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation, nor accepts any obligation or responsibility to advise any person of changes in the information set forth herein after the date hereof and no liability shall be assumed in the event of any discrepancy with the information contained in this document due to such changes. The information in this presentation has not been independently verified and will not be updated. The information in this presentation, including but not limited to forward-looking statements, applies only as of the date of this presentation and is not intended to give any assurances as to future results. Abengoa expressly disclaims any obligation or undertaking to disseminate any updates or revisions to the information, including any financial data or any forward-looking statements, contained in this presentation, and will not publicly release any revisions it may make to this presentation that may result from any change in Abengoa's expectations, or any change in events, conditions or circumstances on which these forward-looking statements are based or whichever other events or circumstances arising after the date of this presentation. Market data used in this presentation not attributed to a specific source are estimates of Abengoa and have not been independently verified. Certain financial and statistical information contained in this document is subject to rounding adjustments. Accordingly, any discrepancies between the totals and the sums of the amounts listed are due to rounding. This document does not constitute an offer to sell or a solicitation of an offer to purchase any security, nor shall any sale of securities be carried out in any jurisdiction in which such offer, solicitation or sale is illegal prior to obtaining a registration or qualification under the laws of such jurisdiction. 3

9 Integrated Product has proven to be a profitable business with high returns to foster growth Concessions EPC margin covers the equity required Concessions plan (M ) By 2012 Committed Capex until 2015 Uncommitted Capex until 2015 Shareholder s Total IRR * > 15% Total IRR between 18% and 120% achieved in 11 asset Abengoa Equity 2, rotations since end 2010 O&S becomes an additional source of revenue and profit Asset rotation at maturity Non-recourse debt Partners 4, , , shall yield additional return The cycle of an integrated product usually takes 8 years: 3 of contract signing and permitting, 3 for EPC and 2 for operation before the asset becomes a candidate for rotation * Total IRR = IRR after rotation + EPC and O&M margin 9

10 Key Objectives To successfully implement our strategy, we have identified two major requirements 1 Financial flexibility and access to debt and equity capital markets Introduce flexibility in the balance sheet Match business origination and funding Access to larger and more stable capital market Diversify to a more competitive and global range of financing sources 2 The long term strategy (technological foundation, international expansion and Stable shareholding base with concession-type business model) requires: focus on long term returns 1. Long term shareholder s commitment 2. Strong management team fully aligned 10

11 Transaction Rationale The Split of A shares into B shares in addition to a possible listing in the US will support the long term strategic plan which requires financial flexibility with access to the US capital markets and shall keep the support of a strong shareholder base to overcome global financial uncertainty ahead Strategic Plan Key Objectives Transaction R&D International Diversification Integrated Product Financial Flexibility Stable Shareholder Base Split A-B shares Voluntary Additional A Shares conversion NYSE B shares Dual-Listing 11

13 Side-by-Side Comparison Class B shares have the same economic rights as class A shares as validated by First Reserve through their investment in November 2011 Class A Share Class B Share Nominal Value per Share Voting Rights per Share Same Dividends? Same Liquidation Preference? Takeover Protection? Dual-listing Precedents? (1) Announced. (1) 13

15 Transaction Objectives The transaction shall generate additional benefits that make it even more appealing in terms of increased liquidity while protecting minorities shareholders Increase liquidity Listing of B shares Additional liquidity in B shares upon voluntary conversion of As to Bs Inclusion of FRC class B shares as listed shares Future listing of B shares in the US (upon approval by SEC and NYSE) Preserve economic rights for all shareholders 100% of economic rights remain unchanged Maintain similar voting rights post-split Maximum protection for minority shareholders 180 days lock up for Inversion Corporativa and Abengoa to sell any shares 180 days lock up for Abengoa for any capital increase Transaction requires majority vote of minority holders Further clauses added to protect minority rights (as described on pages 16 and 17) 15

16 The minorities have full power to approve the transaction, setting a unique precedent in this kind of transactions Approval process supported by best corporate governance practices Minorities Protection Abengoa s Board of Directors appointed a special committee formed by independent board members to analyze the transaction Negotiation of terms between special committee and rest of the Board Limitation on Inversión Corporativa (voting power restricted to current 56%, lock-up for 6 months and restriction on ratio 1 A-to-4 B voting and economic rights) Protection of minority shareholders (basing most of the rights on the number of shares instead of on the number of votes) Special committee of independents board members has recommended the transaction (advised by External Financial Advisor) Favorable vote of Abengoa s Board of Directors Committed favorable vote of Inversión Corporativa and First Reserve (63% of total shares) The transaction needs to be approved by the majority of the minority shareholders* *The transaction would then be approved with the favorable vote of at least 82% of the total shares, assuming 100% shareholders attendance/representation at the EGM 16

17 Minorities Protection Abengoa will amend its bylaws to provide minority shareholders of B shares the new rights Minority Rights Current Post-Split Right to call an EGM and include topics for discussion in the Agenda 5% of the voting power 5% of the total number of A and/or B shares Right to contest decisions taken by the AGM / EGM or the Board of Directors 5% of the voting power 5% of the total number of A and/or B shares Attendance to the AGM / EGM 375 A shares or 37,500 B shares 375 A or B shares Right to exercise liability actions against members of the Board 5% of the voting power 5% of the total number of A and/or B shares Right to request a notary in the AGM / EGM 1% of the voting power 1% of the total number of A and/or B shares The following amendments to Abengoa by-laws will ensure most of the minority rights are based on the number of shares and not on the voting power 17

22 Long Term Founder-led Approach Inversión Corporativa s controlling stake since Abengoa s inception, together with an efficient and strong management team has allowed Abengoa to historically achieve constant and attractive returns for its shareholders Stable Core Shareholder Base. Inversión Corporativa has never disposed of Abengoa s shares 66.7% 54.8% 56.0% Since Abengoa s IPO in 1996, the stake of Inversión Corporativa in the Company has not changed Shareholding stability, together with an efficient and influenced management team has led to high profitability and returns for its shareholders Inversión Corporativa fully supports the long-term vision and strategic plan of Abengoa Attractive Historical Returns Return on the Average Equity of the Year (%) (1) Average: 21.4% 19.7% 20.7% 15.4% 16.1% 17.0% 25.6% 23.9% 27.4% 28.2% 20.8% 20.5% Source: Company filings. (1) Calculated as net income attributable to the parent company or the year n divided by the average of the equity for year n and the year n-1 (excluding minorities). 22

24 Low Voting B Shares Are Commonly Accepted Within international markets, there are several structures which enable new investors to acquire economic rights while strategic investors maintain control Country Companies Sweden Finland Spain Denmark US Germany Brazil 24

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